Fairfax Financial consortium to acquire Kennedy Wilson

Mr. Daven Bhavsar of Kennedy Wilson reports KENNEDY WILSON ENTERS INTO AGREEMENT TO BE ACQUIRED BY CONSORTIUM LED BY WILLIAM MCMORROW AND FAIRFAX FINANCIAL Kennedy-Wilson Holdings Inc. (Kennedy Wilson) has entered into a definitive agreement providing for Kennedy Wilson to be acquired, in an all cash-transaction, by an entity affiliated with a consortium led by William McMorrow, chairman and chief executive officer of the company, and certain other senior executives of the company (collectively, the KW management group), together with Fairfax (collectively, the consortium). Under the terms of the merger agreement, the consortium will acquire all outstanding common shares of Kennedy Wilson other than certain shares owned by the members of the consortium and their respective affiliates for $10.90 per share in cash. The per-share purchase price represents a 46-per-cent premium to Kennedy Wilson's unaffected share price as of Nov. 4, 2025, the last trading day prior to a publicly disclosed proposal received by the company after market close on Nov. 4, 2025, from the consortium to acquire Kennedy Wilson. Each member of the consortium has entered into a voting and support agreement, whereby each has agreed to vote in favour of the transaction in accordance with the terms and conditions thereof. Concurrent with entering into the merger agreement, Fairfax has entered into a commitment letter, pursuant to which Fairfax has committed to provide the consortium with financing up to an aggregate amount of $1.65-billion, which is the amount necessary to finance the cash purchase price in respect of the transaction, the redemption of those preferred shares of the company not owned by the consortium and certain other amounts required to be paid under the terms of the merger agreement. The transaction is not subject to a financing condition. Following consummation of the transaction, the KW management group, led by Mr. McMorrow, will have effective and operational control of and will continue to lead and have ultimate responsibility for the company and its subsidiaries. Fairfax is expected to have a majority of the economic interest in the company immediately following the closing of the transaction. The board of directors of Kennedy Wilson approved the transaction upon the unanimous recommendation of a special committee of independent directors, in consultation with its independent financial and legal advisers. The special committee was formed on Nov. 4, 2025, in response to the consortium proposal. The transaction is expected to close in the second quarter of 2026, subject to the satisfaction of a number of customary closing conditions, including the receipt of: (i) the approval by holders of a majority in voting power of the company's outstanding capital stock entitled to vote on the transaction; (ii) the approval by a majority of the votes cast by holders of Kennedy Wilson equity securities (other than holders affiliated with the consortium) and entitled to vote on the transaction; and (iii) any required regulatory approvals and the expiration or termination of any applicable waiting periods. Under the terms of the merger agreement, the board of directors of Kennedy Wilson may elect to continue to declare up to two ordinary-course quarterly dividends of up to 12 cents per share to the common stockholders until the requisite stockholder approvals for the transaction are obtained. Upon the closing of the transaction, Kennedy Wilson's common shares will cease trading on the New York Stock Exchange and will be deregistered under applicable rules of the U.S. Securities and Exchange Commission. Advisers Moelis & Co. LLC is serving as financial adviser to the special committee and Cravath Swaine & Moore LLP is serving as legal adviser to the special committee. BofA Securities Inc. and J.P. Morgan Securities LLC are serving as financial advisers to the consortium and Debevoise & Plimpton LLP is serving as legal adviser to the consortium. Allen Overy Shearman Sterling LLP is serving as legal adviser to Fairfax and Latham & Watkins LLP and Ropes & Gray LLP are serving as legal advisers to Kennedy Wilson. About Kennedy-Wilson Holdings Inc. Kennedy Wilson is a leading real estate investment company with $31-billion of assets under management in high-growth markets across the United States, the United Kingdom and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60-billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. Fourth quarter Kennedy Wilson earnings conference call update Given the pending transaction, Kennedy Wilson will not host an earnings call related to its financial results for the fourth quarter and full-year ended Dec. 31, 2025, or subsequent quarters while the transaction is pending. About Fairfax Financial Holdings Ltd. Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management. 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